Exhibit
10.1

EXECUTION
COPY

Jefferies International
Limited
c/o Jefferies LLC, as agent
[_______]

			 			April 30, 2015
	To:	     	CalAmp Corp.	     		
			[_______]			
			Attention:		[_______]	
			Telephone No.:		[_______]	
			Facsimile No.:		[_______]	
	 
	 
	Re:		Base Call Option Transaction	



The purpose of this letter agreement (this “Confirmation”) is to
confirm the terms and conditions of the call option transaction entered into
between Jefferies International Limited (“Dealer”) and CalAmp Corp.
(“Counterparty”) as of the Trade Date specified below (the
“Transaction”). This letter agreement constitutes a “Confirmation” as
referred to in the ISDA Master Agreement specified below. This Confirmation
shall replace any previous agreements and serve as the final documentation for
the Transaction.

Jefferies LLC (“Agent”) is acting as agent
for Dealer but does not guarantee the performance of Dealer. (i) Neither Dealer
nor Counterparty shall contact the other with respect to any matter relating to
the Transaction without the direct involvement of Agent; (ii) Agent, Dealer and
Counterparty each hereby acknowledges that any transactions by Dealer or Agent
with respect to Shares will be undertaken by Dealer as principal for its own
account; and (iii) all of the actions to be taken by Dealer and Agent in
connection with the Transaction shall be taken by Dealer or Agent independently
and without any advance or subsequent consultation with Counterparty. For the
avoidance of doubt, any performance by Dealer of its obligations hereunder
solely to Agent shall not relieve Dealer of such obligations. Any performance by
Counterparty of its obligations (including notice obligations) through or by
means of Agent’s agency for Dealer shall constitute good performance of
Counterparty’s obligations hereunder to Dealer.

The definitions and provisions contained in the 2002 ISDA Equity
Derivatives Definitions (the “Equity Definitions”), as
published by the International Swaps and Derivatives Association, Inc.
(“ISDA”) are incorporated into this Confirmation. In the
event of any inconsistency between the Equity Definitions and this Confirmation,
this Confirmation shall govern. Certain defined terms used herein are based on
terms that are defined in the Offering Memorandum dated April 30, 2015 (the
“Offering
Memorandum”) relating to the
Convertible Senior Notes due 2020 (as originally issued by Counterparty, the
“Convertible Notes” and each USD 1,000 principal amount of
Convertible Notes, a “Convertible
Note”) issued by Counterparty in
an aggregate initial principal amount of USD 150,000,000 (as increased by up to
an aggregate principal amount of USD 22,500,000 if and to the extent that the
Initial Purchasers (as defined herein) exercise their option to purchase
additional Convertible Notes pursuant to the Purchase Agreement (as defined
herein)) pursuant to an Indenture to be dated May 6, 2015 between Counterparty
and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Indenture”). In the event of any inconsistency between the
terms defined in the Offering Memorandum, the Indenture and this Confirmation,
this Confirmation shall govern. The parties acknowledge that this Confirmation
is entered into on the date hereof with the understanding that (i) definitions
set forth in the Indenture which are also defined herein by reference to the
Indenture and (ii) sections of the Indenture that are referred to herein will
conform to the descriptions thereof in the Offering Memorandum. If any such
definitions in the Indenture or any such sections of the Indenture differ from
the descriptions thereof in the Offering Memorandum, the descriptions thereof in
the Offering Memorandum will govern for purposes of this Confirmation. The
parties further acknowledge that the Indenture section numbers used herein are
based on the draft of the Indenture last reviewed by Dealer as of the date of
this Confirmation, and if any such section numbers are changed in the Indenture
as executed, the parties will amend this Confirmation in good faith to preserve
the intent of the parties. Subject to the foregoing, references to the Indenture
herein are references to the Indenture as in effect on the date of its
execution, and if the Indenture is amended or supplemented following such date
(other than any amendment or supplement (x) pursuant to Section 10.01(i) of the
Indenture that, as determined by the Calculation Agent, conforms the Indenture
to the description of Convertible Notes in the Offering Memorandum or (y)
pursuant to Section 14.07 of the Indenture, subject, in the case of this clause
(y), to the second paragraph under “Method of Adjustment” in Section 3), any
such amendment or supplement will be disregarded for purposes of this
Confirmation unless the parties agree otherwise in writing.







Each party is hereby advised, and each such party acknowledges, that the
other party has engaged in, or refrained from engaging in, substantial financial
transactions and has taken other material actions in reliance upon the parties’
entry into the Transaction to which this Confirmation relates on the terms and
conditions set forth below.

1.   This
Confirmation evidences a complete and binding agreement between Dealer and
Counterparty as to the terms of the Transaction to which this Confirmation
relates. This Confirmation shall supplement, form a part of, and be subject to
an agreement in the form of the ISDA 2002 Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed an agreement in such form
(but without any Schedule except for (x) the election of the laws of the State
of New York as the governing law (without reference to choice of law doctrine))
and (y) the election of an executed guarantee of Jefferies Group LLC
(“Guarantor”) dated as of the Trade Date in substantially the
form attached hereto as Annex A as a Credit Support Document and the designation
of Guarantor as Credit Support Provider in relation to Dealer on the Trade Date.
In the event of any inconsistency between provisions of the Agreement and this
Confirmation, this Confirmation will prevail for the purpose of the Transaction
to which this Confirmation relates. The parties hereby agree that no transaction
other than the Transaction to which this Confirmation relates shall be governed
by the Agreement and that the Transaction shall be deemed not to be a
Transaction under, or otherwise be governed by, any other existing or deemed
ISDA Master Agreement between the parties hereto.

2.   The terms
of the particular Transaction to which this Confirmation relates are as
follows:

	     	General Terms.	 
		 	
		     	Trade Date:	April 30, 2015
			 	
			Effective Date:	The third Exchange Business Day immediately prior to the Premium
      Payment Date
			 	
			Option Style:	“Modified American”, as described under “Procedures for Exercise”
      below
			 	
			Option Type:	Call
			 	
			Buyer:	Counterparty
			 	
			Seller:	Dealer
			 	
			Shares:	The common stock of Counterparty, par value USD 0.01 per share
      (Exchange symbol “CAMP”).
			 	
			Number of Options:	150,000. For the avoidance of doubt, the Number of Options shall be
      reduced by any Options exercised by Counterparty. In no event will the
      Number of Options be less than zero.
			 	
			Applicable Percentage:	27%
			 	
			Option Entitlement:	A number equal to the product of the Applicable Percentage and
      36.2398.
			 	
			Strike Price:	USD 27.5940
			 	
			Premium:	USD 7,358,850
			 	
			Premium Payment Date:	May 6, 2015
			 	
			Exchange:	The NASDAQ Global Select Market



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	     		Related Exchange(s):	All Exchanges
			 
		     	Excluded Provisions:	Section 14.03 and Section 14.04(h) of the Indenture.
			 
	 	Procedures for Exercise.	
			 
			Conversion Date:	With respect to any conversion of a Convertible Note, the date on
      which the Holder (as such term is defined in the Indenture) of such
      Convertible Note satisfies all of the requirements for conversion thereof
      as set forth in Section 14.02(b) of the Indenture.
			 	
			Free Convertibility Date:	November 15, 2019
			 
			Expiration Time:	The Valuation Time
			 
			Expiration Date:	May 15, 2020, subject to earlier exercise.
		 	 
			Multiple Exercise:	Applicable, as described under “Automatic Exercise”
  below.
			  
			Automatic Exercise:	Notwithstanding Section 3.4 of the Equity Definitions, on each
      Conversion Date, a number of Options equal to the number of Convertible
      Notes in denominations of USD 1,000 as to which such Conversion Date has
      occurred shall be deemed to be automatically exercised; provided
      that such Options shall be exercised or deemed exercised only if
      Counterparty has provided a Notice of Exercise to Dealer in accordance
      with “Notice of Exercise” below.
			 
				Notwithstanding the foregoing, in no event shall the number of
      Options that are exercised or deemed exercised hereunder exceed the Number
      of Options.
	 		
			Notice of Exercise:	Notwithstanding anything to the contrary in the Equity Definitions
      or under “Automatic Exercise” above, in order to exercise any Options,
      Counterparty must notify Dealer in writing before 5:00 p.m. (New York City
      time) on the Scheduled Valid Day immediately preceding the scheduled first
      day of the Settlement Averaging Period for the Options being exercised
      (the “Exercise Notice Deadline”) of (i) the number of such Options, (ii) the scheduled
      first day of the Settlement Averaging Period and the scheduled Settlement
      Date, (iii) the Relevant Settlement Method for such Options, and (iv) if
      the Relevant Settlement Method for such Options is Combination Settlement,
      the fixed amount of cash per Convertible Note that Counterparty has
      elected to deliver to Holders (as such term is defined in the Indenture)
      of the related Convertible Notes (the “Specified Cash Amount”);
      provided that in respect of any Options relating to Convertible Notes with a
      Conversion Date occurring on or after the Free Convertibility Date, (A)
      such notice may be given on or prior to the Scheduled Valid Day
      immediately preceding the Expiration Date and need only specify the
      information required in clause (i) above, and (B) if the Relevant
      Settlement Method for such Options is not Net Share Settlement, Dealer
      shall have received a separate notice (the “Notice of Final
      Settlement Method”) in respect of all such Convertible Notes before
      5:00 p.m. (New York City time) on the Free Convertibility Date specifying
      the information required in clauses (iii) and, if applicable, (iv) above.
      Notwithstanding the foregoing, other than in respect of any Options
      relating to Convertible Notes with a Conversion Date occurring on or after
      the Free Convertibility Date, such notice (and the related exercise of
      Options) shall be effective if given after the Exercise Notice Deadline
      but prior to 5:00 p.m. (New York City time), on the fifth Scheduled Valid
      Day following the Exercise Notice Deadline, in which event the Calculation
      Agent shall have the right to adjust the number of Shares and/or cash
      deliverable by Dealer with respect to such Options in a commercially
      reasonable manner as appropriate to reflect the effect on Dealer’s
      commercially reasonable hedging and hedge unwind activities for the
      Transaction (including the unwinding of any commercially reasonable hedge
      position) of Dealer not having received such notice prior to the Exercise
      Notice Deadline. Counterparty acknowledges its responsibilities under
      applicable securities laws, and in particular Section 9 and Section 10(b)
      of the Exchange Act (as defined below) and the rules and regulations
      thereunder, in respect of any election of a settlement method with respect
      to the Convertible Notes.



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	     		Valuation Time:	At the close of trading of the regular trading session on the
      Exchange; provided that if the principal trading session is
      extended, the Calculation Agent shall determine the Valuation Time in its
      reasonable discretion.
			 
		     	Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby replaced in its
      entirety by the following:
      “‘Market Disruption
      Event’ means, in respect of a Share, (i) a failure by the primary United
      States national or regional securities exchange or market on which the
      Shares are listed or admitted for trading to open for trading during its
      regular trading session or (ii) the occurrence or existence prior to 1:00
      p.m. (New York City time) on any Scheduled Valid Day for the Shares for
      more than one half-hour period in the aggregate during regular trading
      hours of any suspension or limitation imposed on trading (by reason of
      movements in price exceeding limits permitted by the relevant stock
      exchange or otherwise) in the Shares or in any options contracts or
      futures contracts relating to the Shares.”

			 
	 	Settlement Terms.	
			 
			Settlement Method:	For any Option, Net Share Settlement; provided that if the
      Relevant Settlement Method set forth below for such Option is not Net
      Share Settlement, then the Settlement Method for such Option shall be such
      Relevant Settlement Method, but only if Counterparty shall have notified
      Dealer of the Relevant Settlement Method in the Notice of Exercise or
      Notice of Final Settlement Method, as applicable, for such
    Option.



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	     		Relevant Settlement Method:	In respect of any Option:
      (i) if Counterparty
      has elected to settle its conversion obligations in respect of the related
      Convertible Note (A) entirely in Shares pursuant to Section
      14.02(a)(iv)(A) of the Indenture (together with cash in lieu of fractional
      Shares) (such settlement method, “Settlement in Shares”) or (B) in a combination of cash and Shares pursuant to Section
      14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount equal to or
      less than USD 1,000, then, in each case, the Relevant Settlement Method
      for such Option shall be Net Share Settlement;

      (ii) if Counterparty
      has elected to settle its conversion obligations in respect of the related
      Convertible Note in a combination of cash and Shares pursuant to Section
      14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount greater than
      USD 1,000, then the Relevant Settlement Method for such Option shall be
      Combination Settlement; and

      (iii) if Counterparty
      has elected to settle its conversion obligations in respect of the related
      Convertible Note entirely in cash pursuant to Section 14.02(a)(iv)(B) of
      the Indenture (such settlement method, “Settlement in Cash”), then the Relevant Settlement Method for
      such Option shall be Cash Settlement.

			 
		     	Net Share Settlement:	
      If Net Share
      Settlement is applicable to any Option exercised or deemed exercised
      hereunder, Dealer will deliver to Counterparty, on the relevant Settlement
      Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day
      during the Settlement Averaging Period for each such Option, of (i) (a)
      the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid
      Day, divided by
      (ii) the number of Valid Days in the
      Settlement Averaging Period; provided that in no
      event shall the Net Share Settlement Amount for any Option exceed a number
      of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the settlement
      date for the conversion of the relevant Conversion Notes.

      Dealer will pay cash
      in lieu of delivering any fractional Shares to be delivered with respect
      to any Net Share Settlement Share Amount valued at the Relevant Price for
      the last Valid Day of the Settlement Averaging
  Period.




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	     		Combination Settlement:	If Combination Settlement is applicable to any Option exercised or
      deemed exercised hereunder, Dealer will pay or deliver, as the case may
      be, to Counterparty, on the relevant Settlement Date for each such
      Option:
			 	 
	   	     	 	(i)	cash (the “Combination Settlement Cash Amount”) equal to the
      sum, for each Valid Day during the Settlement Averaging Period for such
      Option, of (A) an amount (the “Daily Combination Settlement Cash
      Amount”) equal to the lesser of (1) the product of (x) the
      Applicable Percentage and (y) the Specified Cash Amount minus USD
      1,000 and (2) the Daily Option Value, divided by (B) the number of
      Valid Days in the Settlement Averaging Period; provided that if the
      calculation in clause (A) above results in zero or a negative number for
      any Valid Day, the Daily Combination Settlement Cash Amount for such Valid
      Day shall be deemed to be zero; and
			 	       	
			     	(ii)	
      Shares (the
      “Combination Settlement Share Amount”) equal to the sum, for each
      Valid Day during the Settlement Averaging Period for such Option, of a
      number of Shares for such Valid Day (the “Daily Combination Settlement
      Share Amount”) equal to (A) (1) the Daily Option Value on such Valid
      Day minus the Daily Combination Settlement Cash Amount for such
      Valid Day, divided by (2) the Relevant Price on such Valid Day,
      divided by (B) the number of Valid Days in the Settlement Averaging
      Period; provided that if the calculation in sub-clause (A)(1) above
      results in zero or a negative number for any Valid Day, the Daily
      Combination Settlement Share Amount for such Valid Day shall be deemed to
      be zero;

					 
	     			provided that in no event shall the sum of (x) the
      Combination Settlement Cash Amount for any Option and (y) the Combination
      Settlement Share Amount for such Option multiplied by the
      Applicable Limit Price on the settlement date for the conversion of the
      relevant Convertible Notes, exceed the Applicable Limit for such
      Option.
      Dealer will pay cash
      in lieu of delivering any fractional Shares to be delivered with respect
      to any Combination Settlement Share Amount valued at the Relevant Price
      for the last Valid Day of the Settlement Averaging
Period.

			 
		     	Cash Settlement:	
      If Cash Settlement is
      applicable to any Option exercised or deemed exercised hereunder, in lieu
      of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty,
      on the relevant Settlement Date for each such Option, an amount of cash
      (the “Cash Settlement Amount”) equal to the sum, for each Valid Day
      during the Settlement Averaging Period for such Option, of (i) the Daily
      Option Value for such Valid Day, divided by (ii) the number of
      Valid Days in the Settlement Averaging Period; provided that in no
      event shall the Cash Settlement Amount for any Option exceed the
      Applicable Limit for such Option.

	 		 
			Daily Option Value:	For any Valid Day, an amount equal to (i) the Option Entitlement on
      such Valid Day, multiplied by (ii) the Relevant Price on such Valid
      Day less the Strike Price on such Valid Day; provided that
      if the calculation contained in clause (ii) above results in a negative
      number, the Daily Option Value for such Valid Day shall be deemed to be
      zero. In no event will the Daily Option Value be less than
  zero.



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	     		Make-Whole Adjustment:	Notwithstanding anything to the contrary herein, in respect of any
      exercise of Options relating to a conversion of Convertible Notes for
      which additional Shares will be added to the “Conversion Rate” (as defined
      in the Indenture) as determined pursuant to Section 14.03 of the
      Indenture, the Daily Option Value shall be calculated as if the Option
      Entitlement included the Applicable Percentage of the number of such
      additional Shares as determined with reference to the adjustment set forth
      in such Section 14.03 of the Indenture; provided that if the sum of
      (i) the product of (a) the number of Shares (if any) deliverable by Dealer
      to Counterparty per exercised Option and (b) the Applicable Limit Price on
      the Settlement Date and (ii) the amount of cash (if any) payable by Dealer
      to Counterparty per exercised Option would otherwise exceed the amount per
      Option, as determined by the Calculation Agent, that would be payable by
      Dealer under Section 6 of the Agreement if (x) the relevant Conversion
      Date were an Early Termination Date resulting from an Additional
      Termination Event with respect to which the Transaction was the sole
      Affected Transaction and Counterparty was the sole Affected Party and (y)
      Section 14.03 of the Indenture were deleted, then each Daily Option Value
      shall be proportionately reduced to the extent necessary to eliminate such
      excess.
			 
		     	Applicable Limit:	
      For any Option, an
      amount of cash equal to the Applicable Percentage multiplied by the
      excess of (i) the aggregate of (A) the amount of cash, if any, paid to the
      Holder of the related Convertible Note upon conversion of such Convertible
      Note and (B) the number of Shares, if any, delivered to the Holder of the
      related Convertible Note upon conversion of such Convertible Note
      multiplied by the Applicable Limit Price on the settlement date for
      the conversion of such Convertible Note, over (ii) USD
  1,000.

	 		 
			Applicable Limit Price:	On any day, the opening price as displayed under the heading “O” on
      Bloomberg page CAMP <equity> (or any successor
thereto).
	 		 
			Valid Day:	A day on which (i) there is no Market Disruption Event and (ii)
      trading in the Shares generally occurs on the Exchange or, if the Shares
      are not then listed on the Exchange, on the principal other United States
      national or regional securities exchange on which the Shares are then
      listed or, if the Shares are not then listed on a United States national
      or regional securities exchange, on the principal other market on which
      the Shares are then listed or admitted for trading. If the Shares are not
      so listed or admitted for trading, “Valid Day” means a Business
    Day.


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	     		Scheduled Valid Day:	A
      day that is scheduled to be a Valid Day on the principal United States
      national or regional securities exchange or market on which the Shares are
      listed or admitted for trading. If the Shares are not so listed or
      admitted for trading, “Scheduled Valid Day” means a Business
  Day.
			 
		     	Business Day:	
      Any day other than a
      Saturday, a Sunday or a day on which the Federal Reserve Bank of New York
      is authorized or required by law or executive order to close or be
      closed.

	 		 
			Relevant Price:	On any Valid Day, the per Share volume-weighted average price as
      displayed under the heading “Bloomberg VWAP” on Bloomberg page CAMP
      <equity> AQR (or its equivalent successor if such page is not
      available) in respect of the period from the scheduled open of trading
      until the scheduled close of trading of the primary trading session on
      such Valid Day (or if such volume-weighted average price is unavailable,
      the market value of one Share on such Valid Day, as reasonably determined
      by the Calculation Agent using, if practicable, a volume-weighted average
      method; provided that such market value shall not exceed the market
      value of one Share on such Valid Day determined by the nationally
      recognized independent investment banking firm retained for such purpose
      by Counterparty under the terms of the Indenture). The Relevant Price will
      be determined without regard to after-hours trading or any other trading
      outside of the regular trading session trading hours.
	 		 
			Settlement Averaging Period:	For any Option and regardless of the Settlement Method applicable
      to such Option:
				 
	   	     	 	(i)	if the related Conversion Date occurs prior to the Free
      Convertibility Date, the 50 consecutive Valid Days commencing on, and
      including, the second Valid Day following such Conversion Date;
    or
			 	       	
			     	(ii)	
      if the related
      Conversion Date occurs on or following the Free Convertibility Date, the
      50 consecutive Valid Days commencing on, and including, the 52nd Scheduled
      Valid Day immediately prior to the Expiration Date.

				 
	     		Settlement Date:	For any Option, the third Business Day immediately following the
      final Valid Day of the Settlement Averaging Period for such
    Option.
			 
		     	Settlement Currency:	
      USD

	 		 
			Other Applicable Provisions:	The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity
      Definitions will be applicable, except that all references in such
      provisions to “Physically-settled” shall be read as references to “Share
      Settled”. “Share Settled” in relation to any Option means that Net Share
      Settlement or Combination Settlement is applicable to that
    Option.



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	     		Representation and Agreement:	Notwithstanding anything to the contrary in Equity Definitions
      (including, but not limited to, Section 9.11 thereof), the parties
      acknowledge that (i) any Shares delivered to Counterparty shall be, upon
      delivery, subject to restrictions and limitations arising from
      Counterparty’s status as issuer of the Shares under applicable securities
      laws, (ii) Dealer may deliver any Shares required to be delivered
      hereunder in certificated form in lieu of delivery through the Clearance
      System and (iii) any Shares delivered to Counterparty may be “restricted
      securities” (as defined in Rule 144 under the Securities Act of 1933, as
      amended (the “Securities Act”)).
			 
	
      3.
	Additional Terms applicable to the Transaction.	 
	     		 
		Adjustments applicable to the
      Transaction:	
      

	 		 
			Potential Adjustment Events:	Notwithstanding Section 11.2(e) of the Equity Definitions, a
      “Potential Adjustment Event” means an occurrence of any event or
      condition, as set forth in any Dilution Adjustment Provision, that would
      result in an adjustment under the Indenture (as determined by the
      Calculation Agent by reference to the Dilution Adjustment Provisions) to
      the “Conversion Rate” or the composition of a “unit of Reference Property”
      or to any “Last Reported Sale Price”, “Daily VWAP,” “Daily Conversion
      Value” or “Daily Settlement Amount” (each as defined in the Indenture) or
      any other variable relevant to the exercise, settlement or payment for the
      Transaction. For the avoidance of doubt, Dealer shall not have any
      delivery or payment obligation hereunder, and no adjustment shall be made
      to the terms of the Transaction, on account of (x) any distribution of
      cash, property or securities by Counterparty to holders of the Convertible
      Notes (upon conversion or otherwise) or (y) any other transaction in which
      holders of the Convertible Notes are entitled to participate, in each
      case, in lieu of an adjustment under the Indenture of the type referred to
      in the immediately preceding sentence (including, without limitation,
      pursuant to the fourth sentence of the first paragraph of Section 14.04(c)
      of the Indenture or the fourth sentence of Section 14.04(d) of the
      Indenture).
	 	     	 
			Method of Adjustment:	Calculation Agent Adjustment, which means that, notwithstanding
      Section 11.2(c) of the Equity Definitions (and, for the avoidance of
      doubt, in lieu of any adjustments pursuant to such Section), upon any
      Potential Adjustment Event, the Calculation Agent shall make a
      corresponding adjustment in respect of any adjustment to the Convertible
      Notes under the Indenture to any one or more of the Strike Price, Number
      of Options, Option Entitlement, the composition of the Shares and any
      other variable relevant to the exercise, settlement or payment for the
      Transaction, as determined by reference to the Dilution Adjustment
      Provisions, to the extent an adjustment is required under the
      Indenture.


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	     			Notwithstanding the foregoing and “Consequences of Merger Events /
      Tender Offers” below, if the Calculation Agent reasonably and in good
      faith disagrees with any adjustment pursuant to the terms of the Indenture
      that is the basis of any adjustment hereunder and that involves an
      exercise of discretion by Counterparty or its board of directors
      (including, without limitation, pursuant to Section 14.05 of the
      Indenture, Section 14.07 of the Indenture or any supplemental indenture
      entered into thereunder or in connection with any proportional adjustment
      or the determination of the fair value of any securities, property, rights
      or other assets), then in each such case, the Calculation Agent will
      determine the adjustment to be made to any one or more of the Strike
      Price, Number of Options, Option Entitlement and any other variable
      relevant to the exercise, settlement or payment for the Transaction in a
      commercially reasonable manner; provided that, notwithstanding the
      foregoing, if any Potential Adjustment Event occurs during the Settlement
      Averaging Period but no adjustment was made to any Convertible Note under
      the Indenture because the relevant Holder (as such term is defined in the
      Indenture) was deemed to be a record owner of the underlying Shares on the
      related Conversion Date, then the Calculation Agent shall make an
      adjustment, consistent with the methodology set forth in the Indenture, to
      the terms hereof in order to account for such Potential Adjustment
      Event.
			 
		     	Dilution Adjustment Provisions:	
      Sections 14.04(a),
      (b), (c), (d) and (e) and Section 14.05 of the Indenture.

	 		 
		Extraordinary Events applicable to the
      Transaction:	 
	 		 
			Merger Event:	Applicable; provided that notwithstanding Section 12.1(b) of
      the Equity Definitions, a “Merger Event” means the occurrence of any event
      or condition set forth in the definition of “Merger Event” in Section
      14.07(a) of the Indenture.
				 
	     		Tender Offer:	Applicable; provided that notwithstanding Section 12.1(d) of
      the Equity Definitions, a “Tender Offer” means the occurrence of any event
      or condition set forth in Section 14.04(e) of the Indenture.
			 
		     	Consequences of Merger Events /	

		     	Tender
      Offers:	
      Notwithstanding
      Section 12.2 and Section 12.3 of the Equity Definitions, upon the
      occurrence of a Merger Event or a Tender Offer, the Calculation Agent
      shall make a corresponding adjustment in respect of any adjustment under
      the Indenture to any one or more of the nature of the Shares (in the case
      of a Merger Event), Strike Price, Number of Options, Option Entitlement
      and any other variable relevant to the exercise, settlement or payment for
      the Transaction (as determined by the Calculation Agent by reference to
      the relevant provisions of the Indenture), subject to the second paragraph
      under “Method of Adjustment”; provided, however, that such
      adjustment shall be made without regard to any adjustment to the
      Conversion Rate pursuant to any Excluded Provision; provided
      further that if, with respect to a Merger Event or a Tender Offer, (i)
      the consideration for the Shares includes (or, at the option of a holder
      of Shares, may include) shares of an entity or person that is not a
      corporation or is not organized under the laws of the United States, any
      State thereof or the District of Columbia or (ii) the Counterparty to the
      Transaction following such Merger Event or Tender Offer, will not be a
      corporation, then, in either case, Cancellation and Payment (Calculation
      Agent Determination) may apply at Dealer’s sole
  election.



10







	          	Nationalization, Insolvency or
      Delisting:	
      Cancellation and
      Payment (Calculation Agent Determination); provided that, in
      addition to the provisions of Section 12.6(a)(iii) of the Equity
      Definitions, it will also constitute a Delisting if the Exchange is
      located in the United States and the Shares are not immediately re-listed,
      re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ
      Global Select Market or The NASDAQ Global Market (or their respective
      successors); if the Shares are immediately re-listed, re-traded or
      re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select
      Market or The NASDAQ Global Market (or their respective successors), such
      exchange or quotation system shall thereafter be deemed to be the
      Exchange.

			 
		Additional Disruption Events:	
      

	 		 
			Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity
      Definitions is hereby amended by (i) replacing the word “Shares” with the
      phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the
      parenthetical “(including, for the avoidance of doubt and without
      limitation, adoption or promulgation of new regulations authorized or
      mandated by existing statute)” at the end of clause (A)
  thereof.
	 		 
			Failure to Deliver:	Applicable
				 
			Hedging Disruption:	
      Applicable;
      provided that:

				       	
	   	     	 	(i)	
      Section 12.9(a)(v) of
      the Equity Definitions is hereby amended by (a) inserting the following
      words at the end of clause (A) thereof: “in the manner contemplated by the
      Hedging Party on the Trade Date” and (b) inserting the following two
      phrases at the end of such Section:

      “For the avoidance of
      doubt, the term “equity price risk” shall be deemed to include, but shall
      not be limited to, stock price and volatility risk. And, for the further
      avoidance of doubt, any such transactions or assets referred to in phrases
      (A) or (B) above must be available on commercially reasonable pricing
      terms.”; and

					 
				(ii)	Section 12.9(b)(iii) of the Equity
      Definitions is hereby amended by inserting in the third line thereof,
      after the words “to terminate the Transaction”, the words “or, as
      applicable, the portion of the Transaction affected by such Hedging
      Disruption”.


11







	     		Increased Cost of Hedging:	Not
      Applicable
			 
		          	Hedging Party:	
      For all applicable
      Additional Disruption Events, Dealer. Following any determination by the
      Hedging Party hereunder and a written request by Counterparty, the Hedging
      Party shall provide to Counterparty by e-mail to the e-mail address
      provided by Counterparty a written explanation and report (in a commonly
      used file format for the storage and manipulation of financial data)
      describing in reasonable detail any determination made by it (including,
      as applicable, any quotations, market data, information from internal
      sources used in making such determinations, descriptions of the
      methodology and any assumptions and basis used in making for such
      determination), it being understood that the Hedging Party shall not be
      obligated to disclose any proprietary or confidential models or
      proprietary or confidential information used by it for such
      determination.

	 		 
		Determining Party:	For all
      applicable Extraordinary Events, Dealer. Following any determination by
      the Determining Party hereunder and a written request by Counterparty, the
      Determining Party shall provide to Counterparty by e-mail to the e-mail
      address provided by Counterparty a written explanation and report (in a
      commonly used file format for the storage and manipulation of financial
      data) describing in reasonable detail any determination made by it
      (including, as applicable, any quotations, market data, information from
      internal sources used in making such determinations, descriptions of the
      methodology and any assumptions and basis used in making for such
      determination), it being understood that the Determining Party shall not
      be obligated to disclose any proprietary or confidential models or
      proprietary or confidential information used by it for such
      determination.
	 		 
		Non-Reliance:	Applicable.
				 
	     	Agreements and Acknowledgments
Regarding
      Hedging Activities:	Applicable
			 
		Additional Acknowledgments:	
      Applicable

	    	 	
	4.	Calculation Agent. Dealer.
      All calculations and determinations by the Calculation Agent shall be made
      in good faith and in a commercially reasonable manner. Following any
      determination or calculation by the Calculation Agent hereunder, upon a
      written request by Counterparty, the Calculation Agent shall provide to
      Counterparty within a commercially reasonable period of time (but not
      later than five Exchange Business Days) following such request by e-mail
      to the e-mail address provided by Counterparty in such request a written
      explanation and report (in a commonly used file format for the storage and
      manipulation of financial data) displaying in commercially reasonable
      detail the basis for such determination or calculation (including any
      quotations, market data or information from internal or external sources,
      and any assumptions, used in making such determination or calculation), it
      being understood that the Calculation Agent shall not be obligated to
      disclose any proprietary or confidential models or proprietary or
      confidential information used by it for such determination or
      calculation.


12







 

	5.	Account
      Details.
				 
	     	(a)	     	Account for payments
      to Counterparty: 
 
[_______]

Account for delivery of
      Shares to Counterparty: 

[_______]
		 
		(b)		Account for payments
      to Dealer:
 
[_______]
		 
				Account for delivery
      of Shares from Dealer: 
 
[_______]


	 			
	6.	Offices.
	 			
	     	(a)	     	The Office of
      Counterparty for the Transaction is: Inapplicable, Counterparty is not a
      Multibranch Party.
		 
		(b)		The Office of Dealer
      for the Transaction is: Inapplicable, Dealer is not a Multibranch
      Party.


	     	  
	7.	Notices.


				  	
	     	(a)	     	Address for
      notices or communications to Counterparty: 
  
				CalAmp
      Corp.
[_______]	                                       
               
				Attention:	[_______]	
				Telephone
      No.:       	[_______]	
				Facsimile No.:	[_______]	


		 
	     	(b)      		Address for notices
      or communications to Dealer:
 
[_______]
				  
	8.	Representations and Warranties of
      Counterparty.
				 


	     	Each of the representations and warranties of Counterparty set
      forth in Section 3 of the Purchase Agreement (the “Purchase
      Agreement”), dated as of April 30, 2015, among Counterparty and J.P.
      Morgan Securities LLC and Jefferies LLC, as representatives of the Initial
      Purchasers party thereto (the “Initial Purchasers”), are true and
      correct and are hereby deemed to be repeated to Dealer as if set forth
      herein. Counterparty hereby further represents and warrants to Dealer on
      the date hereof and on and as of the Premium Payment Date
  that:
		 
		(a)	     	Counterparty has all
      necessary corporate power and authority to execute, deliver and perform
      its obligations in respect of the Transaction; such execution, delivery
      and performance have been duly authorized by all necessary corporate
      action on Counterparty’s part; and this Confirmation has been duly and
      validly executed and delivered by Counterparty and constitutes its valid
      and binding obligation, enforceable against Counterparty in accordance
      with its terms, subject to applicable bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium and similar laws affecting
      creditors’ rights and remedies generally, and subject, as to
      enforceability, to general principles of equity, including principles of
      commercial reasonableness, good faith and fair dealing (regardless of
      whether enforcement is sought in a proceeding at law or in equity) and
      except that rights to indemnification and contribution hereunder may be
      limited by federal or state securities laws or public policy relating
      thereto.


13







	     	(b)	     	Neither the execution
      and delivery of this Confirmation nor the incurrence or performance of
      obligations of Counterparty hereunder will conflict with or result in a
      breach of the certificate of incorporation or by-laws (or any equivalent
      documents) of Counterparty, or any applicable law or regulation, or any
      order, writ, injunction or decree of any court or governmental authority
      or agency, or any agreement or instrument to which Counterparty or any of
      its subsidiaries is a party or by which Counterparty or any of its
      subsidiaries is bound or to which Counterparty or any of its subsidiaries
      is subject, or constitute a default under, or result in the creation of
      any lien under, any such agreement or instrument.
				 
	     	(c)	     	No consent, approval,
      authorization, or order of, or filing with, any governmental agency or
      body or any court is required in connection with the execution, delivery
      or performance by Counterparty of this Confirmation, except such as have
      been obtained or made and such as may be required under the Securities Act
      or state securities laws.
				 
	     	(d)	     	Counterparty is not
      and, after consummation of the transactions contemplated hereby, will not
      be required to register as an “investment company” as such term is defined
      in the Investment Company Act of 1940, as amended.
				 
	     	(e)	     	Counterparty is an
      “eligible contract participant” (as such term is defined in Section 1a(18)
      of the Commodity Exchange Act, as amended, other than a person that is an
      eligible contract participant under Section 1a(18)(C) of the Commodity
      Exchange Act).
				 
	     	(f)	     	Each of it and its
      affiliates is not, on the date hereof, aware (as interpreted under
      applicable securities laws) of any material non-public information with
      respect to Counterparty or the Shares.
				 
	     	(g)	     	To Counterparty’s
      knowledge, no state or local (including any non-U.S. jurisdiction’s) law,
      rule, regulation or regulatory order applicable to the Shares (not
      including laws, rules, regulations or regulatory orders of any
      jurisdiction that are applicable solely as a result of Dealer’s and/or its
      affiliates’ activities, assets or businesses, other than Dealer’s
      activities in respect of the Transaction) would give rise to any
      reporting, consent, registration or other requirement (including without
      limitation a requirement to obtain prior approval from any person or
      entity) as a result of Dealer or its affiliates owning or holding (however
      defined) Shares in connection with the Transaction.
				 
	     	(h)	     	Counterparty (A) is
      capable of evaluating investment risks independently, both in general and
      with regard to all transactions and investment strategies involving a
      security or securities; (B) will exercise independent judgment in
      evaluating the recommendations of any broker-dealer or its associated
      persons, unless it has otherwise notified the broker-dealer in writing;
      and (C) has total assets of at least $50 million.
				 
	9.	Other
      Provisions.     
		 	 	 
	     	(a)	     	Opinions. Counterparty shall deliver to Dealer an
      opinion of counsel, dated as of the Premium Payment Date, covering
      customary matters, and subject to customary assumptions, qualifications
      and exceptions, in each case reasonably acceptable to Dealer. Delivery of
      such opinion to Dealer shall be a condition precedent for the purpose of
      Section 2(a)(iii) of the Agreement with respect to each obligation of
      Dealer under Section 2(a)(i) of the
Agreement.




14







		(b)	     	Repurchase Notices. Counterparty shall, on any day
      on which Counterparty effects any repurchase of Shares, promptly give
      Dealer a written notice of such repurchase (a “Repurchase
      Notice”) on such day if following such repurchase, the number of
      outstanding Shares as determined on such day is (i) less than 32.8 million
      (in the case of the first such notice) or (ii) thereafter more than 2.9
      million less than the number of Shares included in the immediately
      preceding Repurchase Notice; provided that Counterparty may provide
      Dealer with advance notice on or prior to any such day to the extent it
      expects that repurchases effected on such day may result in an obligation
      to deliver a Repurchase Notice (which advance notice shall be deemed a
      Repurchase Notice). Counterparty agrees to indemnify and hold harmless
      Dealer and its affiliates and their respective officers, directors,
      employees, affiliates, advisors, agents and controlling persons (each, an
      “Indemnified Person”) from and against any and all losses
      (including losses relating to Dealer’s hedging activities as a consequence
      of becoming, or of the risk of becoming, a Section 16 “insider”, including
      without limitation, any forbearance from hedging activities or cessation
      of hedging activities and any losses in connection therewith with respect
      to the Transaction), claims, damages, judgments, liabilities and expenses
      (including reasonable attorney’s fees), joint or several, which an
      Indemnified Person may become subject to, as a result of Counterparty’s
      failure to provide Dealer with a Repurchase Notice on the day and in the
      manner specified in this paragraph, and to reimburse, within 30 days, upon
      written request, each of such Indemnified Persons for any reasonable legal
      or other expenses incurred in connection with investigating, preparing
      for, providing testimony or other evidence in connection with or defending
      any of the foregoing or any suit, action, proceeding, claim or demand set
      forth in the immediately following sentence. If any suit, action,
      proceeding (including any governmental or regulatory investigation), claim
      or demand shall be brought or asserted against the Indemnified Person as a
      result of Counterparty’s failure to provide Dealer with a Repurchase
      Notice in accordance with this paragraph, such Indemnified Person shall
      promptly notify Counterparty in writing. Counterparty shall be relieved
      from liability to the extent that any Indemnified Person fails promptly to
      notify Counterparty of any action commenced against it in respect of which
      indemnity may be sought hereunder to the extent Counterparty is materially
      prejudiced as a result thereof. Counterparty shall not be liable for any
      settlement of any proceeding contemplated by this paragraph that is
      effected without its written consent, but if settled with such consent or
      if there be a final judgment for the plaintiff, Counterparty agrees to
      indemnify any Indemnified Person from and against any loss or liability by
      reason of such settlement or judgment. Counterparty shall not, without the
      prior written consent of the Indemnified Person, effect any settlement of
      any pending or threatened proceeding contemplated by this paragraph that
      is in respect of which any Indemnified Person is or could have been a
      party and indemnity could have been sought hereunder by such Indemnified
      Person, unless such settlement includes an unconditional release of such
      Indemnified Person from all liability on claims that are the subject
      matter of such proceeding on terms reasonably satisfactory to such
      Indemnified Person. If the indemnification provided for in this paragraph
      is unavailable to an Indemnified Person or insufficient in respect of any
      losses, claims, damages or liabilities referred to therein, then
      Counterparty hereunder, in lieu of indemnifying such Indemnified Person
      thereunder, shall contribute to the amount paid or payable by such
      Indemnified Person as a result of such losses, claims, damages or
      liabilities. The remedies provided for in this paragraph (b) are not
      exclusive and shall not limit any rights or remedies which may otherwise
      be available to any Indemnified Person at law or in equity. The indemnity
      and contribution agreements contained in this paragraph shall remain
      operative and in full force and effect regardless of the termination of
      the Transaction. For the avoidance of doubt, any payments due as a result
      of this provision may not be used to set off any obligation of the Dealer
      upon settlement of the Transaction.
		 
	     	(c)		Regulation M.
      Counterparty is not on the Trade Date engaged in a distribution, as such
      term is used in Regulation M under the Securities Exchange Act of 1934, as
      amended (the “Exchange
      Act”), of any securities of
      Counterparty, other than a distribution meeting the requirements of the
      exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M.
      Counterparty shall not, until the second Scheduled Trading Day immediately
      following the Effective Date, engage in any such
distribution.
		 
		(d)		No
      Manipulation.
      Counterparty is not entering into the Transaction to create actual or
      apparent trading activity in the Shares (or any security convertible into
      or exchangeable for the Shares) or to raise or depress or otherwise
      manipulate the price of the Shares (or any security convertible into or
      exchangeable for the Shares) or otherwise in violation of the Exchange
      Act.


15







	     	(e)	     	Transfer or Assignment.
		 
				(i)	     	Counterparty shall have the right to transfer or assign its rights
      and obligations hereunder with respect to all, but not less than all, of
      the Options hereunder (such Options, the “Transfer Options”);
      provided that such transfer or assignment shall be subject to
      reasonable conditions that Dealer may impose, including but not limited,
      to the following conditions:
		 
						(A)	     	With respect to any
      Transfer Options, Counterparty shall not be released from its notice and
      indemnification obligations pursuant to Section 9(b) or any obligations
      under Section 9(m) or 9(r) of this Confirmation;
		 
						(B)		Any Transfer Options
      shall only be transferred or assigned to a third party that is a United
      States person (as defined in the Internal Revenue Code of 1986, as
      amended);
		 
						(C)		Such transfer or
      assignment shall be effected on terms, including any reasonable
      undertakings by such third party (including, but not limited to, an
      undertaking with respect to compliance with applicable securities laws in
      a manner that, in the reasonable judgment of Dealer, will not expose
      Dealer to material risks under applicable securities laws) and execution
      of any documentation and delivery of legal opinions with respect to
      securities laws and other matters by such third party and Counterparty, as
      are requested and reasonably satisfactory to Dealer;
		 
						(D)		Dealer will not, as a
      result of such transfer and assignment, be required to pay the transferee
      on any payment date an amount under Section 2(d)(i)(4) of the Agreement
      greater than an amount that Dealer would have been required to pay to
      Counterparty in the absence of such transfer and assignment;
		 
						(E)		An Event of Default,
      Potential Event of Default or Termination Event will not occur as a result
      of such transfer and assignment;
		 
						(F)		Without limiting the
      generality of clause (B), Counterparty shall cause the transferee to make
      such Payee Tax Representations and to provide such tax documentation as
      may be reasonably requested by Dealer to permit Dealer to determine that
      results described in clauses (D) and (E) will not occur upon or after such
      transfer and assignment; and
		 
						(G)		Counterparty shall be
      responsible for all reasonable costs and expenses, including reasonable
      counsel fees, incurred by Dealer in connection with such transfer or
      assignment.


16







	               	(ii)		Dealer
      may, without Counterparty’s consent, transfer or assign all or any part of
      its rights or obligations under the Transaction (A) to any affiliate of
      Dealer (1) that has a long-term issuer rating that is equal to or better
      than Dealer’s parent’s credit rating at the time of such transfer or
      assignment, or (2) whose obligations hereunder will be guaranteed,
      pursuant to the terms of a customary guarantee in a form used by Dealer
      generally for similar transactions, by Dealer or Guarantor, provided that,
      after a transfer and/or assignment pursuant to this clause (A),
      Counterparty shall be entitled to a payment, on any payment date, that is
      not less than the payment Counterparty would have received in the absence
      of such transfer and/or assignment on account of any deduction or
      withholding under Section 2(d)(i) of the Agreement, except to the extent
      such deduction or withholding results from a Change in Tax Law occurring
      after the date of such transfer and/or assignment or (B) if an Excess
      Ownership Position (as defined below) exists, but only to the extent of
      such Excess Ownership Position, to any other recognized dealer in
      transactions such as the Transaction with a long-term issuer rating equal
      to or better than the lesser of (1) the credit rating of Dealer’s parent
      at the time of the transfer and (2) A- by Standard and Poor’s Rating
      Group, Inc. or its successor (“S&P”), or A3 by Moody’s Investor
      Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases
      to rate such debt, at least an equivalent rating or better by a substitute
      rating agency mutually agreed by Counterparty and Dealer. Dealer shall
      promptly notify Counterparty of any transfer or assignment made hereunder.
      If at any time at which (A) the Section 16 Percentage exceeds 8.5%, (B)
      the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount
      exceeds the Applicable Share Limit (if any applies) (any such condition
      described in clauses (A), (B) or (C), an “Excess Ownership
      Position”), Dealer is unable after using its commercially reasonable
      efforts to effect a transfer or assignment of Options to a third party on
      pricing terms reasonably acceptable to Dealer and within a time period
      reasonably acceptable to Dealer such that no Excess Ownership Position
      exists, then Dealer may designate any Exchange Business Day as an Early
      Termination Date with respect to a portion of the Transaction (the
      “Terminated Portion”), such that following such partial termination
      no Excess Ownership Position exists. In the event that Dealer so
      designates an Early Termination Date with respect to a portion of the
      Transaction, a payment shall be made pursuant to Section 6 of the
      Agreement as if (1) an Early Termination Date had been designated in
      respect of a Transaction having terms identical to the Transaction and a
      Number of Options equal to the number of Options underlying the Terminated
      Portion, (2) Counterparty were the sole Affected Party with respect to
      such partial termination and (3) the Terminated Portion were the sole
      Affected Transaction (and, for the avoidance of doubt, the provisions of
      Section 9(k) shall apply to any amount that is payable by Dealer to
      Counterparty pursuant to this sentence as if Counterparty was not the
      Affected Party). The “Section 16 Percentage” as of any day is the
      fraction, expressed as a percentage, (A) the numerator of which is the
      number of Shares that Dealer and each person subject to aggregation of
      Shares with Dealer under Section 13 or Section 16 of the Exchange Act and
      rules promulgated thereunder directly or indirectly beneficially own (as
      defined under Section 13 or Section 16 of the Exchange Act and rules
      promulgated thereunder) and (B) the denominator of which is the number of
      Shares outstanding. The “Option Equity Percentage” as of any day is
      the fraction, expressed as a percentage, (A) the numerator of which is the
      sum of (1) the product of the Number of Options and the Option Entitlement
      and (2) the aggregate number of Shares underlying any other call option
      transaction sold by Dealer to Counterparty, and (B) the denominator of
      which is the number of Shares outstanding. The “Share Amount” as of
      any day is the number of Shares that Dealer and any person whose ownership
      position would be aggregated with that of Dealer (Dealer or any such
      person, a “Dealer Person”) under any law, rule, regulation,
      regulatory order or organizational documents or contracts of Counterparty
      that are, in each case, applicable to ownership of Shares (“Applicable
      Restrictions”), owns, beneficially owns, constructively owns,
      controls, holds the power to vote or otherwise meets a relevant definition
      of ownership under any Applicable Restriction, as determined by Dealer in
      its reasonable discretion. The “Applicable Share Limit” means a
      number of Shares equal to (A) the minimum number of Shares that, in
      Dealer’s reasonable judgment on advice of counsel, could give rise to
      reporting or registration obligations (except for filings on Form 13F,
      Schedule 13D or Schedule 13G) or other requirements (including obtaining
      prior approval from any person or entity, but excluding any such
      requirements that can be satisfied without administrative or operational
      burden or cost to Dealer) of a Dealer Person, or could result in an
      adverse effect on a Dealer Person, under any Applicable Restriction,
      minus (B) 1% of the number of Shares outstanding. Dealer shall
      provide Counterparty with written notice of any transfer or assignment on
      the date of or as promptly as practicable after the date of such transfer
      or assignment.
		 
	     	(iii)	     	Notwithstanding any
      other provision in this Confirmation to the contrary requiring or allowing
      Dealer to purchase, sell, receive or deliver any Shares or other
      securities, or make or receive any payment in cash, to or from
      Counterparty, Dealer may designate any of its affiliates to purchase,
      sell, receive or deliver such Shares or other securities, or make or
      receive such payment in cash, and otherwise to perform Dealer’s
      obligations in respect of the Transaction and any such designee may assume
      such obligations. Dealer shall be discharged of its obligations to
      Counterparty to the extent of any such
performance.


17







		(f)		Staggered Settlement. If upon advice of counsel with respect to applicable legal and
      regulatory requirements, including any requirements relating to Dealer’s
      commercially reasonable hedging activities hereunder, Dealer reasonably
      determines that it would not be practicable or advisable to deliver, or to
      acquire Shares to deliver, any or all of the Shares to be delivered by
      Dealer on any Settlement Date for the Transaction, Dealer may, by notice
      to Counterparty on or prior to any Settlement Date (a “Nominal Settlement Date”), elect to deliver the Shares on two or
      more dates (each, a “Staggered Settlement Date”) as follows:
		 
	     		     	(i)	     	in such notice,
      Dealer will specify to Counterparty the related Staggered Settlement Dates
      (each of which shall be on or prior to the Nominal Settlement Date) and
      the number of Shares that it will deliver on each Staggered Settlement
      Date;
		 
				(ii)		the aggregate number
      of Shares that Dealer will deliver to Counterparty hereunder on all such
      Staggered Settlement Dates will equal the number of Shares that Dealer
      would otherwise be required to deliver on such Nominal Settlement Date;
      and
		 
				(iii)		if the Net Share
      Settlement terms or the Combination Settlement terms set forth above were
      to apply on the Nominal Settlement Date, then the Net Share Settlement
      terms or the Combination Settlement terms, as the case may be, will apply
      on each Staggered Settlement Date, except that the Shares otherwise
      deliverable on such Nominal Settlement Date will be allocated among such
      Staggered Settlement Dates as specified by Dealer in the notice referred
      to in clause (i) above.
		 
		(g)		Method of Delivery. Whenever delivery
      of funds or other assets is required hereunder by or to Counterparty, such
      delivery shall be effected through Agent. In addition, all notices,
      demands and communications of any kind relating to the Transaction between
      Dealer and Counterparty shall be transmitted exclusively through
      Agent.
		 
		(h)		Additional Termination Event. Notwithstanding anything to the contrary
      in this Confirmation if an event of default with respect to Counterparty
      occurs under the terms of the Convertible Notes as set forth in Section
      6.01 of the Indenture that results in the Convertible Notes being
      declared, or becoming, immediately due and payable pursuant to the terms
      of the Indenture, then such event shall constitute an Additional
      Termination Event applicable to the Transaction and, with respect to such
      Additional Termination Event, (A) Counterparty shall be deemed to be the
      sole Affected Party, (B) the Transaction shall be the sole Affected
      Transaction and (C) Dealer shall be the party entitled to designate an
      Early Termination Date pursuant to Section 6(b) of the
  Agreement.
		 
		(i)		Amendments to Equity Definitions.
		 
				(i)		Section 12.6(a)(ii)
      of the Equity Definitions is hereby amended by (1) deleting from the
      fourth line thereof the word “or” after the word “official” and inserting
      a comma therefor, and (2) deleting the semi-colon at the end of subsection
      (B) thereof and inserting the following words therefor “or (C) the
      occurrence of any of the events specified in Section 5(a)(vii)(1) through
      (9) of the ISDA Master Agreement with respect to that
Issuer.”
		 
				(ii)		Section 12.9(b)(i) of
      the Equity Definitions is hereby amended by (1) replacing “either party
      may elect” with “Dealer may elect” and (2) replacing “notice to the other
      party” with “notice to Counterparty” in the first sentence of such
      section.


18







		(j)		Setoff. In addition to and without limiting any
      rights of set-off that a party hereto may have as a matter of law,
      pursuant to contract or otherwise, upon the occurrence of an Early
      Termination Date, Dealer (and only Dealer) shall have the right to set off
      any obligation that it may have to Counterparty under this Confirmation,
      including without limitation any obligation to make any payment of cash or
      delivery of Shares to Counterparty, against any obligation Counterparty
      may have to Dealer under any other agreement between Dealer and
      Counterparty relating to Shares (each such contract or agreement, a
      “Separate
      Agreement”), including
      without limitation any obligation to make a payment of cash or a delivery
      of Shares or any other property or securities. For this purpose, Dealer
      shall be entitled to convert any obligation (or the relevant portion of
      such obligation) denominated in one currency into another currency at the
      rate of exchange at which it would be able to purchase the relevant amount
      of such currency, and to convert any obligation to deliver any non-cash
      property into an obligation to deliver cash in an amount calculated by
      reference to the market value of such property as of the Early Termination
      Date, as determined by the Calculation Agent in its sole discretion;
      provided that in the case of a set-off of any obligation to release
      or deliver assets against any right to receive fungible assets, such
      obligation and right shall be set off in kind and; provided further
      that in determining the value of any obligation to deliver Shares, the
      value at any time of such obligation shall be determined by reference to
      the market value of the Shares at such time, as determined in good faith
      by the Calculation Agent. If an obligation is unascertained at the time of
      any such set-off, the Calculation Agent may in good faith estimate the
      amount or value of such obligation, in which case set-off will be effected
      in respect of that estimate, and the relevant party shall account to the
      other party at the time such obligation or right is ascertained. For the
      avoidance of doubt and notwithstanding anything to the contrary provided
      in this Section 9(j), in the event of bankruptcy or liquidation of either
      Counterparty or Dealer neither party shall have the right to set off any
      obligation that it may have to the other party under the Transaction
      against any obligation such other party may have to it, whether arising
      under the Agreement, this Confirmation or any other agreement between the
      parties hereto, by operation of law or otherwise.
		 
	     	(k)	     	Alternative Calculations and Payment on Early Termination and on
      Certain Extraordinary Events. If (a) an Early Termination Date (whether as a result of an Event
      of Default or a Termination Event) occurs or is designated with respect to
      the Transaction or (b) the Transaction is cancelled or terminated upon the
      occurrence of an Extraordinary Event (except as a result of (i) a
      Nationalization, Insolvency or Merger Event in which the consideration to
      be paid to holders of Shares consists solely of cash, (ii) a Merger Event
      or Tender Offer that is within Counterparty’s control, or (iii) an Event
      of Default in which Counterparty is the Defaulting Party or a Termination
      Event in which Counterparty is the Affected Party other than an Event of
      Default of the type described in Section 5(a)(iii), (v), (vi), (vii) or
      (viii) of the Agreement or a Termination Event of the type described in
      Section 5(b) of the Agreement, in each case that resulted from an event or
      events outside Counterparty’s control), and if Dealer would owe any amount
      to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any
      Cancellation Amount pursuant to Article 12 of the Equity Definitions (any
      such amount, a “Payment
      Obligation”), then Dealer
      shall satisfy the Payment Obligation by the Share Termination Alternative
      (as defined below), unless (a) Counterparty gives irrevocable telephonic
      notice to Dealer, confirmed in writing within one Scheduled Trading Day,
      no later than 12:00 p.m. (New York City time) on the Merger Date, Tender
      Offer Date, Announcement Date (in the case of a Nationalization,
      Insolvency or Delisting), Early Termination Date or date of cancellation,
      as applicable, of its election that the Share Termination Alternative
      shall not apply, (b) Counterparty remakes the representation set forth in
      Section 8(f) as of the date of such election and (c) Dealer agrees, in its
      sole discretion, to such election, in which case the provisions of Section
      12.7 or Section 12.9 of the Equity Definitions, or the provisions of
      Section 6(d)(ii) of the Agreement, as the case may be, shall
    apply.
				 
				Share
      Termination Alternative:	If
      applicable, Dealer shall deliver to Counterparty the Share Termination
      Delivery Property on, or within a commercially reasonable period of time
      after, the date when the relevant Payment Obligation would otherwise be
      due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section
      6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such
      Payment Obligation in the manner reasonably requested by Counterparty free
      of payment.



19







				Share Termination Delivery
      Property:	A number of Share Termination Delivery
      Units, as calculated by the Calculation Agent, equal to the Payment
      Obligation divided by the Share Termination Unit Price. The Calculation
      Agent shall adjust the Share Termination Delivery Property by replacing
      any fractional portion of a security therein with an amount of cash equal
      to the value of such fractional security based on the values used to
      calculate the Share Termination Unit Price.
				 	
				Share Termination Unit
    Price:	The value of property contained in one Share
      Termination Delivery Unit, as determined by the Calculation Agent in its
      discretion by commercially reasonable means and notified by the
      Calculation Agent to Dealer at the time of notification of the Payment
      Obligation. For the avoidance of doubt, the parties agree that in
      determining the Share Termination Delivery Unit Price the Calculation
      Agent may consider the purchase price paid in connection with the purchase
      of Share Termination Delivery Property, to the extent such Share
      Termination Delivery Property was purchased in a commercially reasonable
      manner.
				 	
				Share Termination Delivery
      Unit:	One Share or, if the Shares have changed
      into cash or any other property or the right to receive cash or any other
      property as the result of a Nationalization, Insolvency or Merger Event
      (any such cash or other property, the “Exchange Property”), a unit
      consisting of the type and amount of such Exchange Property received by a
      holder of one Share (without consideration of any requirement to pay cash
      or other consideration in lieu of fractional amounts of any securities) in
      such Nationalization, Insolvency or Merger Event, as determined by the
      Calculation Agent.
	 				
				Failure to Deliver:	Applicable
				 	
				Other applicable
provisions:	If Share Termination Alternative is
      applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified
      above) of the Equity Definitions and the provisions set forth opposite the
      caption “Representation and Agreement” in Section 2 will be applicable,
      except that all references in such provisions to “Physically-settled”
      shall be read as references to “Share Termination Settled” and all
      references to “Shares” shall be read as references to “Share Termination
      Delivery Units”. “Share Termination Settled” in relation to the
      Transaction means that the Share Termination Alternative is applicable to
      the Transaction.
				 	 
	     	(l)	     	Waiver of Jury Trial. Each
      party waives, to the fullest extent permitted by applicable law, any right
      it may have to a trial by jury in respect of any suit, action or
      proceeding relating to the Transaction. Each party (i) certifies that no
      representative, agent or attorney of the other party has represented,
      expressly or otherwise, that such other party would not, in the event of
      such a suit, action or proceeding, seek to enforce the foregoing waiver
      and (ii) acknowledges that it and the other party have been induced to
      enter into the Transaction, as applicable, by, among other things, the
      mutual waivers and certifications provided
  herein.



20







	     	(m)	     	Registration. Counterparty hereby agrees that if, in
      the good faith reasonable judgment of Dealer, based on the advice of
      counsel, the Shares (“Hedge Shares”) acquired by Dealer for the
      purpose effecting a commercially reasonable hedge of its obligations
      pursuant to the Transaction cannot be sold in the public market by Dealer
      without registration under the Securities Act, Counterparty shall, at its
      election, either (i) in order to allow Dealer to sell the Hedge Shares in
      a registered offering, make available to Dealer an effective registration
      statement under the Securities Act and enter into an agreement, in form
      and substance reasonably satisfactory to Dealer, substantially in the form
      of an underwriting agreement for a registered secondary offering of
      substantially similar size; provided, however, that if
      Dealer, in its sole reasonable discretion, is not satisfied with access to
      due diligence materials, the results of its due diligence investigation,
      or the procedures and documentation for the registered offering referred
      to above, then clause (ii) or clause (iii) of this paragraph shall apply
      at the election of Counterparty, (ii) in order to allow Dealer to sell the
      Hedge Shares in a private placement, enter into a private placement
      agreement substantially similar to private placement purchase agreements
      customary for private placements of equity securities of similar size, in
      form and substance reasonably satisfactory to Dealer (in which case, the
      Calculation Agent shall make any adjustments to the terms of the
      Transaction that are necessary, in its reasonable judgment, to compensate
      Dealer for any discount from the public market price of the Shares
      incurred on the sale of Hedge Shares in a private placement), or (iii)
      purchase the Hedge Shares from Dealer at the Relevant Price on such
      Exchange Business Days, and in the amounts, requested by
  Dealer.
		 
		(n)		Tax
      Disclosure. Effective
      from the date of commencement of discussions concerning the Transaction,
      Counterparty and each of its employees, representatives, or other agents
      may disclose to any and all persons, without limitation of any kind, the
      tax treatment and tax structure of the Transaction and all materials of
      any kind (including opinions or other tax analyses) that are provided to
      Counterparty relating to such tax treatment and tax
structure.
		 
		(o)		Right to
      Extend. Dealer may
      postpone or add, in whole or in part, any Valid Day or Valid Days during
      the Settlement Averaging Period or any other date of valuation, payment or
      delivery by Dealer, with respect to some or all of the Options hereunder,
      to the extent Dealer reasonably determines, based on advice of counsel in
      the case of the immediately following clause (ii), that such action is
      reasonably necessary or appropriate to (i) preserve Dealer’s commercially
      reasonable hedging or hedge unwind activity hereunder in light of existing
      liquidity conditions (but only in the case of a material decrease in
      liquidity relative to Dealer’s expectations as of the Trade Date) or (ii)
      to enable Dealer to effect purchases of Shares in connection with its
      hedging, hedge unwind or settlement activity hereunder in a manner that
      would, if Dealer were Counterparty or an affiliated purchaser of
      Counterparty, be in compliance with applicable legal, regulatory or
      self-regulatory requirements, or with related policies and procedures
      applicable to Dealer.
		 
		(p)		Status of
      Claims in Bankruptcy. Dealer acknowledges and agrees that this
      Confirmation is not intended to convey to Dealer rights against
      Counterparty with respect to the Transaction that are senior to the claims
      of common stockholders of Counterparty in any United States bankruptcy
      proceedings of Counterparty; provided that nothing herein shall
      limit or shall be deemed to limit Dealer’s right to pursue remedies in the
      event of a breach by Counterparty of its obligations and agreements with
      respect to the Transaction; provided, further, that nothing
      herein shall limit or shall be deemed to limit Dealer’s rights in respect
      of any transactions other than the Transaction.
		 
		(q)		Securities
      Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to be a
      “securities contract” and a “swap agreement” as defined in the Bankruptcy
      Code (Title 11 of the United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to
      the protections afforded by, among other Sections, Sections 362(b)(6),
      362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a
      party’s right to liquidate the Transaction and to exercise any other
      remedies upon the occurrence of any Event of Default under the Agreement
      with respect to the other party to constitute a “contractual right” as
      described in the Bankruptcy Code, and (iii) each payment and delivery of
      cash, securities or other property hereunder to constitute a “margin
      payment” or “settlement payment” and a “transfer” as defined in the
      Bankruptcy Code.


21







	     	(r)	     	Notice of Certain Other Events. Counterparty covenants and agrees
      that:
		 
				(i)	     	promptly
      following the public announcement of the results of any election by the
      holders of Shares with respect to the consideration due upon consummation
      of any Merger Event, Counterparty shall give Dealer written notice of (x)
      the weighted average of the types and amounts of consideration that
      holders of Shares have elected to receive upon consummation of such Merger
      Event or (y) if no holders of Shares affirmatively make such election, the
      types and amounts of consideration actually received by holders of Shares
      (the date of such notification, the “Consideration Notification
      Date”); provided that in no event shall the Consideration
      Notification Date be later than the date on which such Merger Event is
      consummated; and
		 
				(ii)		promptly
      following any adjustment to the terms of the Convertible Notes as set
      forth in the Indenture in connection with any Potential Adjustment Event,
      Merger Event or Tender Offer, Counterparty shall give Dealer written
      notice of the details of such adjustment.
		 
		(s)		Wall Street Transparency and Accountability Act. In connection with Section 739 of the Wall
      Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or
      any regulation under the WSTAA, nor any requirement under WSTAA or an
      amendment made by WSTAA, shall limit or otherwise impair either party’s
      otherwise applicable rights to terminate, renegotiate, modify, amend or
      supplement this Confirmation or the Agreement, as applicable, arising from
      a termination event, force majeure, illegality, increased costs,
      regulatory change or similar event under this Confirmation, the Equity
      Definitions incorporated herein, or the Agreement (including, but not
      limited to, rights arising from Change in Law, Hedging Disruption,
      Increased Cost of Hedging, an Excess Ownership Position, or Illegality (as
      defined in the Agreement)).
		 
		(t)		Agreements and Acknowledgements Regarding
      Hedging. Counterparty
      understands, acknowledges and agrees that: (A) at any time on and prior to
      the Expiration Date, Dealer and its affiliates may buy or sell Shares or
      other securities or buy or sell options or futures contracts or enter into
      swaps or other derivative securities in order to adjust its hedge position
      with respect to the Transaction; (B) Dealer and its affiliates also may be
      active in the market for Shares other than in connection with hedging
      activities in relation to the Transaction; (C) Dealer shall make its own
      determination as to whether, when or in what manner any hedging or market
      activities in securities of Issuer shall be conducted and shall do so in a
      manner that it deems appropriate to hedge its price and market risk with
      respect to the Relevant Prices; and (D) any market activities of Dealer
      and its affiliates with respect to Shares may affect the market price and
      volatility of Shares, as well as the Relevant Prices, each in a manner
      that may be adverse to Counterparty.
		 
		(u)		Early Unwind. In the event the
      sale of the “Underwritten Securities” (as defined in the Purchase
      Agreement) is not consummated with the Initial Purchasers for any reason,
      or Counterparty fails to deliver to Dealer opinions of counsel as required
      pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time)
      on the Premium Payment Date, or such later date as agreed upon by the
      parties (the Premium Payment Date or such later date, the “Early Unwind Date”), the Transaction shall automatically
      terminate (the “Early
      Unwind”) on the Early
      Unwind Date and (i) the Transaction and all of the respective rights and
      obligations of Dealer and Counterparty under the Transaction shall be
      cancelled and terminated and (ii) each party shall be released and
      discharged by the other party from and agrees not to make any claim
      against the other party with respect to any obligations or liabilities of
      the other party arising out of and to be performed in connection with the
      Transaction either prior to or after the Early Unwind Date. Each of Dealer
      and Counterparty represents and acknowledges to the other that, upon an
      Early Unwind, all obligations with respect to the Transaction shall be
      deemed fully and finally discharged.


22







	     	(v)	     	Tax
      Matters. For purpose of
      Sections 4(a)(i) and (ii) of the Agreement, (i) Counterparty agrees to
      deliver to Dealer one duly executed and completed United States Internal
      Revenue Service Form W-9 (or successor thereto) and (ii) Dealer agrees to
      deliver to Counterparty one duly executed and completed United States
      Internal Revenue Form W-8 or Form W-9, as applicable.
		 
		(w)		Payment by Counterparty. In the event that, following payment of the Premium, (i) an Early
      Termination Date occurs or is designated with respect to the Transaction
      as a result of a Termination Event or an Event of Default (other than an
      Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the
      Agreement) and, as a result, Counterparty owes to Dealer an amount
      calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes
      to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity
      Definitions, an amount calculated under Section 12.8 of the Equity
      Definitions, such amount shall be deemed to be zero.
		 
		(x)		Transaction Reporting – Consent for Disclosure of
      Information.
      Notwithstanding anything to the contrary in this Confirmation or any
      non-disclosure, confidentiality or other agreements entered into between
      the parties from time to time, each party hereby consents to the
      Disclosure of information (the “Reporting Consent”):
		 
				(i)	     	to the
      extent required by, or required in order to comply with, any applicable
      law, rule or regulation which mandates Disclosure of transaction and
      similar information or to the extent required by, or required in order to
      comply with, any order, request or directive regarding Disclosure of
      transaction and similar information issued by any relevant authority or
      body or agency having competent jurisdiction over a party hereto
      (“Reporting
      Requirements”);
  or
		 
				(ii)		to and
      between the other party’s head office, branches or affiliates; or to any
      trade data repository or any systems or services operated by any trade
      repository or Market, in each case, in connection with such Reporting
      Requirements.
		 
				
      “Disclosure” means
      disclosure, reporting, retention, or any action similar or analogous to
      any of the aforementioned.

      Disclosures made pursuant to this
      Reporting Consent may include, without limitation, Disclosure of
      information relating to disputes over transactions between the parties, a
      party’s identity, and certain transaction and pricing data and may result
      in such information becoming available to the public or recipients in a
      jurisdiction which may have a different level of protection for personal
      data from that of the relevant party’s home jurisdiction.

		 
				This
      Reporting Consent shall be deemed to constitute an agreement between the
      parties with respect to Disclosure in general and shall survive the
      termination of the Transaction. No amendment to or termination of this
      Reporting Consent shall be effective unless such amendment or termination
      is made in writing between the parties and specifically refers to this
      Reporting Consent.
		 
		(y)		EMIR
      Portfolio Reconciliation and Dispute Resolution. Subject to the below, the parties hereby
      agree that the provisions set out in Part I and III of the Attachment to
      the ISDA 2013 EMIR Portfolio Reconciliation, Dispute Resolution and
      Disclosure Protocol as published by ISDA on 19 July 2013 shall be
      incorporated by reference to this Confirmation, mutatis mutandis, as
      though such provisions and definitions were set out in full herein, with
      any such conforming changes as are necessary to deal with what would
      otherwise be inappropriate or incorrect cross-references:
		 
				(i)		References
      therein to:
		 
						(A)	     	the “Adherence
      Letter” shall be deemed to be references to this
Confirmation;
		 
						(B)		the “Implementation
      Date” shall be deemed to be references to the date of the
    Agreement;
		 
						(C)		the “Protocol Covered
      Agreement” shall be deemed to be this Confirmation; and
								 
						(D)		the “Protocol” shall
      be deleted.


23







		 		(ii)	     	For the purposes of the
  foregoing:
						 
						(A)	     	Portfolio reconciliation process
      status:
								 
								Dealer shall be a Portfolio Data Sending
      Entity
				 		 		  
								Counterparty shall be a Portfolio Data Receiving
Entity
								 
						(B)		Local Business Days:
								 
								Dealer specifies the following places for the purpose of the
      definition of Local Business Day as it applies to it: London, New
      York
								 
								Counterparty specifies the following place(s) for the purposes of
      the definition of Local Business Day as it applies to it: New
    York
								 
						(C)		Contact details for Dispute Notices, Portfolio Data, and
      discrepancy notices:
								 
								Notices to Dealer:
								 
								The following items may be delivered to
      Dealer at the contact details shown below:
								 
								Portfolio Data, Notice of a discrepancy or
      Dispute Notice:
								 
								[_______]
								 
								Notices to Counterparty:
								 
								The following items may be delivered to
      Counterparty at the contact details shown below:
								 
								[_______]
								 
						(D)		Use of a third-party service
    provider:
								 
								(I) Dealer may appoint a third party as its agent and/or third
      party service provider for the purposes of performing all or part of the
      actions required by the Portfolio Reconciliation Risk Mitigation
      Techniques; and
								 
								(II) Counterparty may appoint a third party as its agent and/or
      third party service provider for the purposes of performing all or part of
      the actions required by the Portfolio Reconciliation Risk Mitigation
      Techniques.
								 
				Notwithstanding anything to the contrary as
      set out herein, the provisions of this section “EMIR Portfolio
      Reconciliation and Dispute Resolution” shall survive the termination of
      the Transaction. No amendment to or termination of this section shall be
      effective unless such amendment or termination is made in writing between
      the parties and specifically refers to this section “EMIR Portfolio
      Reconciliation and Dispute Resolution”.
				 
	     	(z)	     	EMIR Classification and NFC
      Representation. The section entitled “NFC Representation” as set
      out in the Attachment to the ISDA 2013 EMIR NFC Representation Protocol as
      published by the International Swaps and Derivatives Association on 8
      March 2013 (the “EMIR Classification Protocol”) shall be
      incorporated by reference to this Confirmation but with the following
      amendments:



24







	              	(i)	     	References to a party adhering, a party’s
      adherence or a party having adhered to the EMIR Classification Protocol as
      a “party making the NFC Representation” will be construed as Counterparty
      executing this Confirmation while making the statement that it is a party
      which is making the NFC Representation.
		  
				References to “party which is a NFC+ Party
      making the NFC Representation” shall not be applicable to this
      Confirmation.
		 
		(ii)		Dealer confirms that it is a party that does
      not make the NFC Representation.
		 
				Counterparty confirms that it is a party
      making the NFC Representation.
		 
		(iii)		Unless otherwise specified by the relevant
      party, for the purposes of the definition of “effectively
      delivered”:
		 
				Dealer’s address details to which any
      Clearing Status Notice, Non-Clearing Status Notice, NFC+ Representation
      Notice, NFC Representation Notice or Non-representation Notice should be
      delivered are: [_______].
		 
		(iv)		Counterparty’s address details to which any
      Clearing Status Notice, Non-Clearing Status Notice, NFC+ Representation
      Notice, NFC Representation Notice or Non-representation Notice should be
      delivered are:
				 
						CalAmp Corp.	
						[_______]	
						Attention:	[_______]
						Telephone
      No.:     	[_______]
						Facsimile No.:	[_______]
		 
		(v)		The definition of:	
		 
				(A)	     	“Adherence Letter” is deleted;
		 
				(B)		“effectively delivered” is amended by
      replacing the words “the Adherence Letter” with the words “this
      Confirmation”; and
		 
				(C)		“Protocol” is
deleted.



25







Please confirm that the
foregoing correctly sets forth the terms of our agreement by executing this
Confirmation and returning it to Dealer.

	 	Very truly yours,
		           	 
			 
			Jefferies International
  Limited
			 
			 
			By: 	 
			Authorized Signatory
			Name:
			 
			 
			Jefferies LLC, as
      agent in accordance with the agency provisions on page 1 and Section 9(g)
      of this Confirmation
			 
			 
			By:     	 
			Authorized Signatory
			Name:



Accepted and
confirmed
as of the Trade Date:

CalAmp
Corp.

	By:
          	 
	Authorized Signatory
	Name: